Logitech 2008 Annual Report Download - page 56

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CG-4
(4) Number of shares held by FMR LLC is based on a notification received by the Company on November
29, 2007 informing the Company that the ownership of FMR LLC, on behalf of funds managed by
and clients of FMR LLC and its direct and indirect subsidiaries, had exceeded 3% of the Company’s
voting rights.
(5) Number of shares held by The Capital Group Companies, Inc. is based on a notification received by
the Company on January 23, 2008 informing the Company that the ownership of The Capital Group
Companies, Inc., on behalf of funds managed by and clients of The Capital Group, had exceeded 3%
of the Company’s voting rights.
Under Swiss law shareholders who own voting rights exceeding certain percentage thresholds of
a company incorporated in Switzerland whose shares are listed on a stock exchange in Switzerland are
required to notify the company and the relevant Swiss exchange of such holdings. Following receipt of this
notification, the company is required to inform the public in Switzerland.
On May 22, 2008, Thornburg Investment Management notified us that as of April 24, 2008 they held
11,922,284 shares constituting approximately 6.2% of the Company’s voting rights.
Logitech has not been notified of any ownership of options or other derivative securities of the
Company, whether privately or publicly traded, by any significant shareholder of the Company that is not a
member of the Board of Directors or an executive officer.
1.3 Cross-shareholdings
Logitech has no shareholdings in companies that to its knowledge have shareholdings in Logitech.
2. Capital Structure
2.1 Share Capital
As of March 31, 2008, Logitech International S.A.’s nominal share capital was CHF 47,901,655,
consisting of 191,606,620 shares with a par value of CHF 0.25 each.
An additional 40 million shares were authorized for issuance by the Company’s shareholders. This
authorization expired July 10, 2008. In addition, nominal conditional share capital designated to cover the
potential issuance of shares under employee equity incentive plans amounts to CHF 15,165,465, consisting
of 60,661,860 shares. Refer to section 2.2 for more information on the Company’s authorized and conditional
capital.
2.2 Details on the Company’s Authorized and Conditional Share Capital
Authorized share capital. Under Swiss corporate law the total nominal par value of the shares
authorized by shareholders for future issuance, other than to cover derivative securities, is referred to
as authorized share capital. Under Swiss corporate law an authorization by shareholders for a company
to increase its share capital is limited in time and expires, at the latest, two years after the authorization
is recorded in the Swiss commercial register. Pursuant to Article 25 of the Company’s Articles of
Incorporation, the Board was authorized to increase the share capital of the Company by CHF 10,000,000
through the issuance of up to 40 million shares with a par value of CHF 0.25 each, to be fully paid-in. This
authorization expired July 10, 2008. The Board of Directors is not seeking re-authorization at the 2008
Annual General Meeting.
Conditional share capital. Under Swiss corporate law the total nominal par value of the shares
authorized by shareholders for future issuance on the conversion or exercise of derivative securities issued
by a company is referred to as conditional share capital. Under Swiss law a company must have sufficient
conditional capital or available treasury shares to cover any conversion rights under derivative securities